Foster

BACKGROUND

1 This action concerns the Adams and Associates, Inc. Employee Stock Ownership Plan (the 2 “ESOP”). On October 25, 2012, the ESOP purchased 100% of the stock of Adams and Associates, Inc. 3 for $33.5 million from Defendants Roy Adams, Leslie Adams, and the Daniel Norem Revocable Trust. 4 (Dkt. No. 70 at ¶ 1; Dkt. No. 102-12. 2) Adams and Associates is the plan sponsor and Plan 5 Administrator of the ESOP. (Dkt. Nos. 102-2; 102-12.) Defendants Roy Adams, Leslie Adams, and 6 Daniel Norem are officers and directors of Adams and Associates and members of the ESOP’s Plan 7 Committee. (Dkt. No. 70 at ¶¶ 10-12.) The Plan Committee is the ESOP’s “named fiduciary.” (Dkt. 8 No. 102-48 at 5.) Adams and Associates hired Alan Weissman, now-deceased, to be the ESOP 9 Trustee. (Dkt. No. 70 at ¶ 2.) 10 The procedural history is set forth in detail in the motion for preliminary approval. (Dkt. No. 11 231 at 13-15.) Following summary judgment, Plaintiffs’ four remaining claims are: (1) that Mr. 12 Adams and Mr. Norem engaged in a prohibited transaction under ERISA Section 406(a), 29 U.S.C. 13 §1106(a); (2) that Mr. Adams and Mr. Norem breached their fiduciary duties under ERISA…